-------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- F O R M 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2005 ATTUNITY LTD (Name of Registrant) Einstein Building, Tirat Carmel, Haifa, Israel 39101 (Address of Principal Executive Office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F [X] Form 40-F [ ] Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ] Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ] Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes [ ] No [X] If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-______________ This Form 6-K is being incorporated by reference into the Company's Form F-3 Registration Statements File Nos. 333-11972 and 333-14140 and Form S-8 Registration Statements File Nos. 333-84180, 333-932, 333-11648, 333-122271 and 333-122302. -------------------------------------------------------------------------------- ATTUNITY LTD 6-K Items 1. Press release re Attunity Closes $2 Million Private Placement dated January 25, 2005. 2. Press release re Attunity Reports 2004 Fourth Quarter and Year End Results dated January 25, 2005. ITEM 1 Press Release Source: Attunity Ltd. Attunity Closes $2 Million Private Placement Tuesday January 25, 4:00 pm ET WAKEFIELD, Mass.--(BUSINESS WIRE)--Jan. 25, 2005--Attunity, Ltd. (NASDAQ: ATTU - News), a leading provider of enterprise data integration software, today announced that it has signed binding agreements with the WPG Software and Select Technology strategies for a $2 million private placement of its ordinary shares along with warrants to purchase its ordinary shares. Pursuant to this agreement, Attunity agreed to sell 727,272 of its ordinary shares at $2.75 per share. The investors will also receive three-year warrants to purchase 290,909 ordinary shares at an exercise price of $2.75 per share. The proceeds will be used for working capital and other general corporate purposes. "Expanding our visibility in the US institutional investment community is an important element of our corporate strategy and we are pleased to announce this transaction with a distinguished investment management firm," said Aki Ratner, CEO of Attunity. About Attunity Ltd. Attunity is a leading provider of enterprise data integration software. Using Attunity's products, companies can seamlessly connect to data sources, stream data changes across the enterprise, and federate heterogeneous information to achieve a single view of their business. Employing a unique distributed architecture, Attunity software runs natively on enterprise data servers, turning locked data silos into an efficient Information Grid. The result is significantly enhanced performance and reduced cost of ownership. More than 1,000 customers are using Attunity software world-wide for data integration initiatives such as service-oriented integration to the mainframe as part of EAI projects, legacy data access for business intelligence and reporting, real-time and efficient ETL based on change data capture, and single customer views from disparate information sources. Also, Attunity is a trusted partner for industry leaders including Oracle and HP who embed Attunity software into their products and solution offerings. This press release contains forward-looking statements that are subject to risks and uncertainties. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, general business conditions in the industry, product technology developments, market acceptance of our products and continuing product demand, the impact of competitive products and pricing, changing economic conditions, release and sales of new products by strategic resellers and customers, changes in demand for products, the timing and amount or cancellation of orders and other risks detailed from time to time in our filings with the Securities Exchange Commission, including our Form 20-F Annual Report. These documents contain and identify other important factors that could cause actual results to differ materially from those contained in our projections or forward-looking statements. Stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update publicly or revise any forward-looking statement. ------------------- Contact: Attunity Stefan Wennik, 781-213-5218 stefan.wennik@attunity.com ITEM 2 Press Release Source: Attunity, Ltd. Attunity Reports 2004 Fourth Quarter and Year End Results Tuesday January 25, 4:00 pm ET New Strategy Starting to Deliver Results WAKEFIELD, Mass.--(BUSINESS WIRE)--Jan. 25, 2005--Attunity, Ltd. (NASDAQ: ATTU - News), a leading provider of enterprise data integration software, today reported its financial results for the fourth quarter and fiscal year ended December 31, 2004. Total revenues for the fourth quarter 2004 were $4,415,000, an increase of 14.1% from total revenues of $3,869,000 in the third quarter of 2004 and an increase of 2.1% from total revenues of $4,320,000 in the fourth quarter of 2003. Net loss for the fourth quarter of 2004 was $1,130,000 or ($0.07) per share compared with a net loss of $2,656,000 or ($0.17) per share in the third quarter of 2004 and compared with a net loss of $2,581,000 or ($0.17) per share in the fourth quarter of 2003. Total revenues for the year ending on December 31, 2004 were $17,637,000, an increase of 6.1% from total revenues of $16,617,000 in 2003. Net loss for the year was $4,040,000 or ($0.27) per share compared with a net loss for 2003 of $2,956,000 or $(0.20) per share. In 2004 the company recorded a charge of $1,786,000 related to the termination of its CEO and other executives. "We are very encouraged that the strategy we launched in September 2004 to make significant improvements in execution across the company has begun to yield the results we expected," said Aki Ratner, CEO of Attunity. "There are strong indications that our new sales strategies and better overall execution are showing positive effects in both direct and through indirect channels. This was a record quarter for license revenue and number of new customer wins in North America. Following this same successful model, we have begun to revamp the sales operation in EMEA and expect similar results in the upcoming quarters." "We have also seen an improved efficiency working with channel partners and this past quarter closed end user opportunities together with Microsoft, Cognos, Business Objects, Hewlett Packard, Motorola, Attachmate, and Sunopsis. We are further expanding the market for our products through a new VAR agreement with a major vendor in the data movement and quality market." "We are advancing on the implementation of our Information Utility vision to dramatically simplify the access, integration, delivery and usage of enterprise information on demand to business users. This quarter we released version 4.6 of the Attunity Connect, Stream and Federate products to further extend our leadership position and propel our growth as we address the burgeoning demand for real-time integration in the business intelligence market. We have also begun the development of an innovative new solution which will significantly expand our market reach and visibility. Although we are in the early stages, the feedback from our development partners representing Global 2000 enterprises has been very positive." "As we continue to focus on growing our core business, the company is selling its non-core consulting operation in France for an immaterial amount. In 2004, this business had revenues of $2,684,000 with $95,000 of operating profit. We expect to close the transaction during the first quarter of 2005." "I am very confident that our bold vision for Attunity in the Information Utility space and continuous focus on execution will provide continued improvement in both top and bottom line results," said Ratner. Attunity Conference Call The company has scheduled a conference call and simultaneous Webcast at 4:30 pm EDT on Tuesday January 25, 2005. To participate in the call, U.S. callers can dial 888-396-2356 and international callers can dial +1-617-847-8709 and entering the passcode 22677468 five minutes prior to the start time. The call will be available for replay through February 1, 2005 by dialing (888) 286-8010, or +1-617-801-6888, and entering the passcode 30233366. This call will also be broadcast live on www.attunity.com. An online replay will be available approximately two hours after the call. About Attunity Ltd. Attunity is a leading provider of enterprise data integration software. Using Attunity's products, companies can seamlessly connect to data sources, stream data changes across the enterprise, and federate heterogeneous information to achieve a single view of their business. Employing a unique distributed architecture, Attunity software runs natively on enterprise data servers, turning locked data silos into an efficient Information Grid. The result is significantly enhanced performance and reduced cost of ownership. More then 1,000 customers are using Attunity software world-wide for data integration initiatives such as service-oriented integration to the mainframe as part of EAI projects, legacy data access for business intelligence and reporting, real-time and efficient ETL based on change data capture, and single customer views from disparate information sources. Also, Attunity is a trusted partner for industry leaders like Oracle and HP who embed Attunity software into their products and solution offerings. Safe Harbor Statement Certain statements in this press release are forward-looking statements. Because such statements deal with future events, they are subject to various risks and uncertainties and actual results could differ materially from Attunity current expectations. Factors that could cause or contribute to such differences include, but are not limited to: the impact on revenues of economic and political uncertainties and weaknesses in various regions of the world, including the commencement or escalation of hostilities or acts of terrorism; any unforeseen developmental or technological difficulties with regard to Attunity's products; changes in the competitive landscape, including new competitors or the impact of competitive pricing and products; a shift in demand for products such as Attunity's; unknown factors affecting third parties with which Attunity has formed business alliances; timely availability and customer acceptance of Attunity's new and existing products, and other factors and risks discussed in Attunity's Report on Form 20-F, which is on file with the Securities and Exchange Commission. Attunity assumes no obligation to update information concerning its expectations. ATTUNITY Ltd UNAUDITED CONSOLIDATED BALANCE SHEETS (in thousands) December December 31 31 2004 2003 -------- -------- ASSETS Current Assets Cash and Cash Equivalents $ 1,602 $ 2,073 Restricted Cash 73 902 Short-Term Deposits 115 120 Marketable Securities - 200 Trade Receivables, net 2,667 2,845 Severance Pay Fund 249 - Other Receivables 1,146 1,006 -------- -------- Total Current Assets 5,852 7,146 -------- -------- LONG TERM PREPAID EXPENSES 123 - -------- -------- SEVERANCE PAY FUND 698 1,592 -------- -------- PROPERTY and EQUIPMENT, net 841 926 -------- -------- SOFTWARE DEVELOPMENT COSTS, net 4,213 4,512 -------- -------- GOODWILL 6,200 6,036 -------- -------- DEFERRED EXPENSES, net 216 - -------- -------- ---------------- $ 18,143 $ 20,212 -------- -------- LIABILITIES AND SHAREHOLDER EQUITY CURRENT LIABILITIES Short-Term Bank Debt $ - $ 206 Current Maturities of Long-Term Loans 70 102 Trade Payables 754 583 Deferred Revenues 2,298 2,090 Employee and Payroll Accruals 1,490 1,239 Accrued Severance Pay 285 - Accrued Expenses and other Liabilities 2,227 3,479 -------- -------- Total Current Liabilities 7,124 7,699 -------- -------- LONG-TERM LIABILITIES Convertible Debt 277 - Long Term Debt 62 99 Accrued Severance Pay 1,008 1,941 -------- -------- Total Long-Term Liabilities 1,347 2,040 -------- -------- SHAREHOLDERS' EQUITY Share Capital 539 525 Additional Paid-In Capital 89,618 86,504 Accumulated Other Comprehensive Loss (148) (259) Accumulated Deficit (80,337) (76,297) -------- -------- Total Shareholder's Equity 9,672 10,473 -------- -------- ---------------- $ 18,143 $ 20,212 -------- -------- ATTUNITY Ltd UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands except per-share amounts) Year Ended Three Months December 31 ended December 31 2004 2003 2004 2003 -------------------------------- REVENUES Software Licenses $7,258 $6,045 $1,698 $1,576 Maintenance 5,853 5,832 1,597 1,353 Services 4,526 4,740 1,120 1,391 -------------------------------- 17,637 16,617 4,415 4,320 -------------------------------- COST OF REVENUES Software Licenses 2,164 2,094 509 634 Maintenance 1,036 801 314 223 Services 4,253 4,184 1,085 1,091 Impairment of Software Development Costs - 1,543 - 1,543 -------------------------------- 7,453 8,622 1,908 3,491 -------------------------------- GROSS PROFIT 10,184 7,995 2,507 829 -------------------------------- OPERATING EXPENSES Research & Development, net 1,475 1,491 464 420 Selling & Marketing 7,878 5,938 2,211 1,617 General & Administrative 2,580 2,749 634 1,023 Costs in respect of Lawsuits - 925 - 515 Termination of Management & others 1,786 - 141 - -------------------------------- -------------------------------- Total Operating Expenses 13,719 11,103 3,450 3,575 -------------------------------- Operating Loss (3,535) (3,108) (943) (2,746) Other Income (40) - (40) - -------------------------------- Loss before Financial Income, net (3,495) (3,108) (903) (2,746) Financial Income (Expenses), net (466) 236 (227) 186 -------------------------------- Loss before Income Taxes (3,961) (2,872) (1,130) (2,560) Taxes on Income (79) (84) - (21) -------------------------------- -------------------------------- Net Loss $(4,040)$(2,956)$(1,130)$(2,581) -------------------------------- Basic Loss per Share $(0.27) $(0.20) $(0.07) $(0.17) -------------------------------- Number of shares used in computing per Share amounts 15,151 14,767 15,322 14,767 ----------------- Contact: Attunity Dan Potter, 781-213-5204 dan.potter@attunity.com or Ofer Segev, 781-213-5203 ofer.segev@attunity.com SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ATTUNITY LTD ------------ (Registrant) By: /s/Ofer Segev ------------- Ofer Segev Chief Financial Officer Date: January 26, 2005